Acceptance of Terms

In consideration of IntelePeer (“We,” “Us,” “Our,” “IntelePeer”) providing you limited rights of use and access to this Internet website located at http://www.IntelePeer.com (“Site”) and any of the information, products or services available on the Site (collectively, the “Services”), you agree to the following terms and conditions of this IntelePeer Website User Agreement (this “Agreement”). This Agreement is in addition to, and does not nullify, any other agreement between you and Us or any other applicable terms and conditions found on the Site. In the case of any direct conflict between the terms of this Agreement and any other agreement between you and Us, the terms of such other agreement shall control but only to extent applicable to the conflicting provisions. You agree to comply with all rules or restrictions that are posted on the Site.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SITE. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEMENT, PLEASE DO NOT USE THE SITE.

Privacy Policy

In addition to reviewing this Agreement, you should also read our Privacy Policy to better comprehend how we collect and use your personal information. Your use of the Site and its Services constitutes your agreement to our Privacy Policy.

Suspension or Termination of Your Use

Your failure to follow the requirements of this Agreement may result in suspension or termination of your access to the Site and its Services, without notice, in addition to IntelePeer’s other remedies. IntelePeer further reserves the right to terminate, without notice and in its sole discretion, any user’s access to or use of the Site for any reason.

Ownership of the Site and Site Information; Intellectual Property Rights

The Site is expressly owned and operated by IntelePeer. Unless otherwise noted, the design and content features on the Site, including without limitation, information and other materials, illustrations, product layout and design, icons, navigational buttons, images, artwork, graphics, photography, text, data, audio sound, software and the like, as well as the selection, assembly and arrangement thereof (collectively, the “Site Information”), are owned by IntelePeer or its affiliates, if any, or are licensed by IntelePeer from third party service providers. The Site, as a whole and in part, is protected by copyright, trademark, service mark, trade name, and other intellectual property and proprietary rights, and all other applicable rights are reserved.

Unless otherwise provided through any other applicable terms and conditions to which you agree, no portion of the Site or Site Information may be reprinted, republished, modified, or distributed in any form without Our express written permission. You may not, and this Agreement does not give you permission to, reproduce, reverse engineer, decompile, disassemble, modify, transmit, sell, distribute, license or create derivative works with respect to the Site or any of the Site Information.

Certain Site Information may be licensed from third parties and all such third party Site Information and all intellectual property and proprietary rights related to such third party Site Information belong to the respective third parties. You may not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Site or the Site Information and you must retain all copyright, trademark, service mark and other proprietary notices contained on the Site or in the original Site Information on any authorized copy you make of the Site or the Site Information.

You agree not to sell or modify the Site or the Site Information or reproduce, display, publicly perform, distribute, or otherwise use the Site or the Site Information in any way for any public or commercial purpose in any other manner that is likely to cause confusion among consumers, that disparages or discredits Us or Our licensors, that dilutes the strength of Our property or Our licensor’s property, or that otherwise infringes on Our or Our licensor’s intellectual property rights. You further agree to in no other way misuse the Site or the Site Information.

Unless otherwise provided through any other applicable terms and conditions to which you agree, including without limitation any agreement that permits access to our application programming interface (“API’), any code that We create to generate or display any Site Information or the pages making up the Site is also protected by Our copyright and other applicable intellectual property or proprietary rights and You may not copy or adapt such code. We reserve any rights not expressly granted by this Agreement or any applicable end-user license agreements.

Site Information is Provided As Is; Use of Site

The Site and the Site Information are provided “as is” with all faults. Your use of the Site and the Site Information, as authorized herein, is at your own risk. The Site or Site Information may contain errors, omissions, or typographical errors or may be out of date. The Site or Site Information may, without prior notice, change, be deleted or updated at any time.

You understand that We cannot and do not guarantee or warrant that files, if any, available for downloading from the Site will be free of infection or viruses, worms, Trojan horses, time bombs, cancelbots or any other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information (collectively, “Hazards”).

Eligibility to Use the Site and the Services

The Site and the Services are not intended for users under the age of 18. To register for any Services offered on Site, you must be 18 years of age or older. If you are a minor under the age of 18, you only may use Site with permission from your parents or guardians. IntelePeer does not knowingly collect personally identifiable information from users under the age of 13. Children under 13 should not send any information about themselves to IntelePeer. If a child under 13 submits information through any part of Site, and We become aware that the person submitting the information is a child, we will attempt to delete this information as soon as possible.

Accurate Information; Registration and Passwords

In consideration of your use of the Site, you agree to: (a) provide true, accurate, and current and complete information as prompted on the Site; and (b) maintain and update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, We may suspend or terminate your use of the Services and/or the Site and/or decline to permit your continued use of the Site and/or the Services and future access to the Site.

You may need a username and password to use certain features of the Site. By selecting a user name, you agree that you will not (i) select or use a name or e-mail address of another person with the intent to impersonate that person; (ii) use a name or e-mail address subject to the rights of any person without authorization; (iii) use a name in violation of the intellectual property rights of any person; or (iv) use a name that We, in our sole discretion, deem inappropriate or offensive. You are responsible for maintaining the confidentiality of your password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You will notify Us immediately of any unauthorized use of your password or account or any other breach of security. We assume no liability for any loss or damage arising from any unauthorized use of your password or account by a third party.

Acceptable and Lawful Use of Site

You may have the opportunity to post, stream, transmit or otherwise provide ideas, remarks, questions, data, graphics, opinions, designs, customizations, or other (including information, if any, on bulletin boards, chat rooms or other forums on the Site (collectively “User Generated Content”).

Any personal information, computer information, User Generated Content or other information that you provide to Us in connection with the use of the Site: (a) shall not be obscene or indecent; (b) shall not contain any Hazards; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; and (e) shall not create any liability for Us or cause Us to lose (in whole or in part) the services of Our Internet Service Provider(s), web hosting company or other suppliers. You shall comply will all applicable laws, statutes, ordinances and regulations regarding use of the Site.

This Site may include interactive features, including, but not limited to, message boards, web logs, email services, video, blogging, including without limitation, through third-party micro-blogging applications, and areas that allow for uploading or posting of User Generated Content (the “Interactive Features”). You are responsible for any material or User Generated Content that you post on message boards or otherwise provide on the Site. We do not control the messages, information or files that you or others may provide through the Site. When using the Interactive Features, you must not:

Engage in any conduct that, in Our sole judgment, restricts or inhibits any other user from using or enjoying the Site;

Use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

Interfere with or disrupt any servers or networks used to provide the Site or its features, or disobey any requirements, procedures, policies or regulations of the networks We use to provide the Site;

Gain unauthorized access to the Site, or any account, computer system, or network connected to this Site, by means such as hacking, password mining or any other illicit conduct;

Obtain or attempt to obtain any materials or information not intentionally made available through this Site;

Use the Site to post, transmit or in any way exploit any information, software or other material for commercial purposes, or that contains advertising;

Engage in advertising or commercial solicitation of any product or service, or to solicit donations of any kind on the Site, without Our written consent;

Gather for marketing purposes any email addresses or other personal information that has been posted by other users.

We shall have the right, but no obligation, to monitor the content of the message boards or other Interactive Features to determine compliance with this Agreement and any other operating rules We establish. We shall have the right in Our sole discretion to edit, refuse to post or remove any material submitted to or posted on the message boards or other Interactive Features of the Site. Notwithstanding this right, you shall remain solely responsible for the content of your messages and any User Generated Content. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice or statement on the message boards or other Interactive Features of the Site, whether it is provided by Us, Our employees, or a third party.

Under no circumstances will we be liable for any loss or damage of any kind caused by reliance on information obtained through postings on the message boards or other Interactive Features of the Site. We are not responsible for any offensive, defamatory, obscene or any other posting made on the message boards or other Interactive Features of the Site. We reserve the right at all times to disclose any information we believe necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part, that in Our sole discretion are inappropriate, objectionable or in violation of this Agreement. We also reserve the right to deny access to the Site or any features of the Site to anyone who violates this Agreement or who, in Our sole judgment, interferes with the ability of others to enjoy the Site or infringes the rights of others. Neither We nor any third party content provider shall assume or have any liability for any action or inaction by Us or any third party content provider with respect to any conduct, communication or posting on the message boards or other Interactive Features of the Site.

Any user who feels that a posted message is objectionable is encouraged to contact us immediately by email to info@intelepeer.com. We have the ability to remove objectionable messages and we will make every effort to do so, within a reasonable time frame, if we determine that removal is necessary. This is a manual process, however, so please realize that we may not be able to remove or edit particular messages immediately.

We are a provider of an interactive computing service as set forth in the Communications Decency Act, 47 U.S.C. §230 and expressly reserve Our rights to not be treated as the publisher or speaker of any information provided by another information content provider on the Site or through the Interactive Features.

User Generated Content

You retain ownership to User Generated Content submitted on the Site. However, by submitting your User Generated Content to Us, you hereby grant Us the following worldwide, royalty-free, non-exclusive, sub-licensable and transferable rights and licenses:

to host, cache, store, archive, index, crawl, create algorithms based thereon, modify or transcode the User Generated Content to appropriate media formats, standards or mediums as part of the services We provide;

to use, distribute, reproduce, modify, remix, excerpt, adapt, prepare derivative works of, publicly perform and publicly display the User Generated Content on the Site, including without limitation, in connection with any distribution or syndication arrangement thereof with third parties or third party sites, in any media format or medium and through any media channels; and

to use User Generated Content for advertising, promotional or commercial purposes, including without limitation, the right to publicly display, perform, reproduce and distribute your User Generated Content in any media format or medium and through any media channels.

By submitting User Generated Content for inclusion on the Site, you also grant the following use of and rights to your User Generated Content to others: (i) the non-exclusive license to access your User Generated Content through the Site; (ii) if permitted, the ability for Users to rate, review and comment on your User Generated Content; (iii) if permitted, the ability for Site Users to send and distribute your User Generated Content; and (iv) the non-exclusive license to Site Users to use, reproduce, distribute, remix, prepare derivative works of and compilations, display and perform your User Generated Content as permitted through the functionality of the Site and under this Agreement. The foregoing licenses granted by you shall terminate once you remove or delete your User Generated Content from the Site.

For information regarding use of personal information you provide or communicate to IntelePeer, please see Our Privacy Policy.

No Endorsement of Links to Other Web Sites

Any links to other websites are provided as merely a convenience to you. This Site may provide links or references to other websites but We have not reviewed all of these other websites, have no responsibility for the content of such other websites and shall not be liable for any damages or injury arising from the content from these other websites. You understand that, except for information, products or services clearly identified as being supplied by Us, We do not operate, control or endorse any information, products or services on the Internet in any way. We do not endorse or make any representations about these other websites, or any information or other products or materials found on these other websites, or any results that may be obtained from using these other websites. If you decide to access any of these other websites linked to this Site, you do so entirely at your own risk.

Indemnification

You agree to indemnify, defend and hold Us and Our affiliates, if any, officers, directors, employees and agents, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorney’s fees) resulting from (i) your use, misuse or abuse of the Site or the Site Information, or (ii) your breach of any provision of this Agreement. You will cooperate as fully as reasonably required in Our defense of any claim. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without Our written consent.

DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

YOU ACKNOWLEDGE THAT YOU ARE USING THE SITE AND THE SERVICES AT YOUR OWN RISK. THE SITE, THE SITE INFORMATION AND THE SERVICES ARE PROVIDED “AS IS,” AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, INTELEPEER, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF ACCURACY, COMPLETENESS OR RELIABILITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. INTELPEER, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SITE, THE SITE INFORMATION OR THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF SITE.

INTELPEER, ITS AFFILIATES AND ITS SUBSIDIARIES, IF ANY, AND ITS THIRD PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, THE PROVISION OF SERVICES HEREUNDER, THE SALE OR PURCHASE OF ANY PRODUCTS, MERCHANDISE AND/OR SERVICES ORDERED THROUGH SITE, YOUR ACCESS TO OR INABILITY TO ACCESS THE SITE OR ITS SERVICES OR THE SITE INFORMATION, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICES, YOUR USE OF OR RELIANCE ON THE SERVICES, THE SITE INFORMATION OR MATERIALS AVAILABLE THROUGH THIRD PARTY SITES LINKED TO SITE, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

YOU HEREBY AGREE TO RELEASE INTELEPEER, ITS AFFILIATES AND SUBSIDIARIES, IF ANY, AND THIRD-PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “CLAIMS”), ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THIS SITE AND ITS SERVICES OR THE SITE INFORMATION.

The Security of the Site

We maintain physical, electronic, and procedural safeguards and personnel policies that are designed to guard the Site, our systems and our customers’ personal information. For example, for the security of your online visit to the Site, We may make use of firewall barriers, encryption techniques and/or authentication procedures. Unfortunately, no data transmission over the Internet can be guaranteed to be absolutely secure. As a result, while We strive to protect your personal information, We cannot ensure or warrant the security of any Content you transmit to us, and you do so at your own risk. In the event of a breach of the confidentiality or security of your personal information, We will notify you as necessary so you can take appropriate protective steps. Unless you indicate otherwise, we may notify you under such circumstances using the email address you provided to us when you registered with the Site.

Electronic Communications

When you visit the Site or send emails to Us, you are communicating with Us electronically. You consent to receive communications from Us electronically. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that We provide to you electronically satisfy any legal requirement that such communications be in writing.

Jurisdiction and Governing Law

We make no representations that the Site Information, the Services or products offered through Site are appropriate, available or legal in any particular location. Those who choose to access the Site Information, the Services and products offered through Site do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. You agree that this Agreement, for all purposes, shall be governed and construed in accordance with the laws of the State of California and any action based on or alleging a breach of this Agreement must be brought in a state or federal court located in or near San Mateo, California, both parties agree to submit to the exclusive personal jurisdiction and venue of such courts.

Site is for Use in the United States

The Site is hosted in the United States and is intended for users located in the United States. If you are a non-U.S. user of Site, by visiting the Site, using the Services and/or providing us with any User Generated Content specifically or Content generally, you agree to comply with all federal and state U.S. laws governing the Site, the Services, online conduct and acceptable Content and User Generated Content. You further agree to comply with all applicable laws regarding the transmission of data exported from the United States or the country in which you reside.

Digital Millennium Copyright Act; Copyright Complaints

We respect the intellectual property rights of others and requires those that visit the Site and use our network to do the same. We may, in appropriate circumstances and at Our discretion, remove or disable access to material on Our Site or Our network that infringes upon the copyright rights of others. We also may, at Our discretion, remove or disable links or references to an online location that contains infringing material or infringing activity. In the event that any visitors to Our Site or users of Our network repeatedly infringe on others’ copyrights, We may in Our sole discretion terminate those individuals’ rights to use Our Site or network.

If you believe that your work has been used on Our Site or network in any manner that constitutes copyright infringement, please notify IntelePeer’s copyright agent by written notice. The notice should include the following information:

An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;

A description of the copyrighted work you claim has been infringed, including a copy of the copyrighted work or the web page address where the copyrighted work may be found;

Identification of the location on Our Site of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;

Your name, address, telephone number and email address;

A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the copyright owner, the agent of the copyright owner or the law; and

A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the copyright owner of the material allegedly infringed or authorized to act on the copyright owner’s behalf.

IntelePeer’s copyright agent for notice of claims of copyright infringement on Our Site and network is Ronald W. Del Sesto, Jr. who can be reached at following:

By mail: Bingham McCutchen, 2020 K Street, NW, Washington, DC 20006

By email: r.delsesto@bingham.com

By telephone: 202-373-6000

By facsimile: 202-373-6001

Policy Regarding Use of Our Trademarks

The trademarks, logos, and service marks (“Marks”) displayed on the Site are registered trademarks of their respective owners, are the property of their respective owners, and are protected by U.S. and international trademark laws and/or common law. Their uses are restricted to programs, events, products or services that We sponsor or with which we are otherwise affiliated. Our trademarks may not be used for personal financial gain. Use of the Marks is prohibited without Our express written consent except as permitted by applicable laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Marks without Our express written consent.

Severability

In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement.

Headings

The headings used throughout this Agreement are solely for the convenience of reference and are not to be used as an aid in the interpretation of this Agreement.

No Waiver

Any delay or failure by you or Us, at any time or times, to require performance of any provision of this Agreement shall in no manner affect your or Our right at a later time to enforce such provision. No delay or failure of you or Us in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder.

Entire Agreement, Updates and Modifications

This Agreement and any documents expressly incorporated by reference constitute the entire agreement between Us and you pertaining to the subject matter hereof. In Our sole discretion, We may unilaterally amend or modify this Agreement or any other documents referenced herein at any time by posting on the Site. The date of the most recent revision will appear at the top of this page. If We have a working e-mail contact for you and the changes to the Agreement are material, We may notify you of such changes by sending you an e-mail to the address you have provided to Us. We encourage you to review this Agreement periodically for any updates or changes. Any amended or modified terms will be effective upon posting or at the time set forth in an e-mail notice to you. Continued use of the Site constitutes acceptance of any modified terms and conditions.

IntelePeer also reserves the right to post, from time to time, additional rules of usage that apply to specific parts of the Site, which may be posted in the relevant parts of the Site, and will be identified clearly and conspicuously. Your continued use of the Site constitutes your agreement to comply with these additional rules.

Assignment

You may not assign your rights or delegate your responsibilities hereunder without Our express written permission. We may, at any time, assign Our rights or delegate Our obligations hereunder without notice to you.

Third Party Beneficiary Rights

No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.

If you have any questions about this Agreement, contact us at info@intelepeer.com.